Internal rules governing the management of a corporation and covering such matters as election of directors, appointment of committees, duties of officers and permitted business activities. Typical areas covered by the by-laws include:
The procedures for the meetings of stockholders and directors (including record date, notice and voting).
The officers and committees of the corporation.
The issuance and transfer of stock certificates.
If there are any conflicts between the certificate of incorporation and the by-laws, the certificate of incorporation governs. For examples of form by-laws, see Standard Documents, By-laws: DE Corporation (www.practicallaw.com/9-382-8700) and By-laws: NY Corporation (www.practicallaw.com/8-382-7466). For more information on forming a corporation, see Practice Note, Forming and Organizing a Corporation (www.practicallaw.com/7-381-9674).